Pain Factory
by LEM
Summary: Creed, Logan and others are held captive in a testing lab and are used as the test subjects.
1. Chapter 1

The Pain Factory

Chapter 1

He awoke with a start and laid there in the dark trying to figure out where he was and how he got there. The last thing he remembered was drinking in some rinky-dinky, run-down, roadside red-neck bar in the middle of nowhere, listening to some sort of red-neck music and minding his own business. Now he was here but where in the world was here. He breathed in strongly, analyzing the smells surrounding him; he could smell old and fresh blood, urine, shit, vomit and the sharp, sour scent of fear. He listened to the sounds, soft moans, crying, whispered prayers and pleas for mercy and knew with certainly that he was in some type of prison. He sat up and swung his legs over the edge of the hard platform he had been laying on.

Feeling a kink in his back, he started to stretch only to slam his hands into the ceiling. "What the…" he muttered as he slowly raised one hand over his head only to reach the ceiling just a few inches above his head. He wondered how big a Cell he was in; maybe the platform he was sitting on was in a cutout in the wall or something similar. He touched the ceiling again and then stopped, realizing that he was not actually touching it. He had some sort of glove on. By clicking his fingers together and moving right hand up the left arm, he determined that the gloves were metal and ran halfway up his forearms. He laughed and flexed his fingers to spring his claws to their full length and shred the gloves off.

_Damm_, he thought as he felt the gloves preventing the claws extension. _What are these suckers made of. _He brought his right hand up to his face so that he could taste the glove to see what it was made of only to run into a protrusion sticking out from his face. _Damm what is this!_

He felt around this face and determined that the protrusion was like a wire muzzle used on dogs only thicker, about and inch or so from his face and was somehow bonded to the metal of his skull which meant it was also adamantium. The gloves were some sort of flexible adamantium and he could not tug them off as they were bonded to the bones of his forearm. That meant he would not be able to use his claws or fangs. He reached down to his feet and verified that both feet were incased to about mid calf on each leg just like his hands and forearms. He decided to pat himself down to feel what other surprises there were. He found that he was nude and had an adamantium belt around his waist and a collar around his neck.

He decided to see how big the Cell was. The "bed" platform he was sitting on ran from on side of the Cell to the other and was just long and wide enough for him to stretch out to his full height and lay flat on his back. It was about 18 inches in height and ran straight to the floor with no place to hide under. He got down on his knees and edged forward until after four steps he ran into a wall. He repeated the examination until he had found all four walls. It was not a Cell, but a cage. Running his hands over all the surfaces he found that the wall opposite of the "bed" platform had holes drilled along the top and the bottom, big enough to put two fingers through but not his hand. He figured that they were for ventilation.

He growled in frustration and went back to the bed and laid back down as that was the only way he could stretch his entire 6foot 6 inches frame out. The total darkness was beginning to get on his nerves, if he could stand he would be pacing back and forth like a caged lion that he resembled. When he got his hands on the jokers that put him in this undersized box, they would find out that even though he did not have his claws he could still tear them limb from limb with his bare hands. He would teach the SOBs that Sabertooth was not to be taken lightly and that he was just as dangerous without his fangs and claws as he was with. He kicked the wall and felt something give. There was a soft click and something slid out from under the bed.

That quirked his interest and he slid over to investigate. It was a box shape object with an oval depression in the middle. He felt four small buttons off to the side of the depression and pressed the fourth button. He was rewarded with an ice cold shower coming at him from all directions. He roared and started shouting out obscenities at who ever had put him in the box.

"Hey Mister," a soft female voice called to him. "Calm down, please. If you raise a big fuss, they won't feed us."

Sabertooth went quiet and dropped down to the floor near where he heard the voice come from. "What?"

"Just press the same button again and the water will stop. Press the third button and you will be air-dried. The second button raises and lowers the drinking fountain and the first flushes the toilet and activates the bidet spray."

"The what?"

"You know – to clean your self up. No toilet paper."

"Oh – I get it." Sabertooth found the fourth button and pressed it and the shower stopped. He pressed the third one and warm air blasted out of the ceiling drying him off. After a few minutes it stopped and he went and sat on the bed.

"Mister – what's your name? Mine's Nina."

He listened to the voice and decided that she must be really young – just a pup. "I'm Victor. Do you know where we are?"

A loud buzzer when off. "Victor – close your eyes. The lights are about to come on!"

Sabertooth was glad for the warning as the harsh, bright, white lights came on with a loud hum. Even though his eyes were shut he could still feel the pain from the glare of the lights after being in the dark so long. After a few moments, he opened his eyes and blinked several times as his eyes adjusted to the lights.

He saw that he was in a large room and that his Cell was not made of metal but of a clear, glass like substance – most likely Lexan Glass, polycarbonate glass, or bullet-proof glass. To his right was the Cell with Nina in it to his left were two others, the occupants still lying down on their bed platforms. On top of the roll of 4 cells were four more and behind him was a similar set up making it a grouping of 16 cells. Across the aisles was another grouping of cells just like his with what appeared to be another grouping to make a total of 48 cells.

He turned to Nina and looked at her. She was a pretty, little, cat-like feral mutant with long, fluffy, calico fur, grass green cat eyes and a tail. Except for the fur and the metal gloves, boots, belt, collar and muzzle like his, she was nude. But when one was furred who needed clothes. He asked his question again, "Do you know where we are? What type of place this is?"

Looking around, she said, "Don't know where this Hell Hole is but what it is easy to see. It's a Pain Factory and these so-called doctors use us as lab rats and spare parts. Testing one thing or another on us. If some rich dude needs a kidney or some other body part they rip it right out of us. " She hugged her legs closer to her body and continued. "You see, Victor, every single one of us here in this Hell Hole are mutants with a certain type gift they find very useful."

Looking around to the other occupants now starting to move around , he noticed that the others were all some type of feral mutant, male and female all similarly attired like Nina and himself. "How can us all being feral be useful?"

A rueful sound came to his ears. Looking back at the young girl, he saw her roll her eyes in exasperation at his question. "No big guy, it is what all of us have in common despite being feral. Every single one of us have some type of healing factor. Some are really fast healers while others have factors that aren't as good. Take me for instant, I can heal myself from minor cuts and bruises in a few minutes while it takes several hours to days to heal the worse the cut is. I can't re-grow organs or other body parts if they are too badly damaged or removed. Once the bastards burnt me over 40 of my body just to see how fast I could heal from it. I healed in several weeks but the scars did not go away. That's why you see a kitty cat in this cage as I went feral instead of keep up my human appearance – the fur hides the scars."

She used the end of her tail to wipe away the tears and continued, "Now they just test drugs on me to see how I react. Sooner or later, they'll hit on something that I will not be able to come back from and that will be my ticket out of this place – in a body bag. At least I'm luckier than some of the others, I'm not a subject every single day." She pointed at the empty Cell directly across from Sabertooth's Cell. "Like the guy in that cage. Every single day they do something to him and when they are finished for the time being, they drag him back and throw him back in the cage to heal. Just to do it again the next day. Victor? Are you a fast or slow healer?"

He sat on the floor of his cage near her and said, "Fast – really fast."

"Oh, I'm so sorry."

A loud clanging noise was heard and Victor noticed that the steel doors at the end of the room started rolling up. He could not see who was coming through the opening but could smell food and could hear the squeak of the delivery cart's wheels and the footfalls of the attendants as the cart was pushed from cage to cage. By the time they reach the row he was on, his stomach was growling in anticipation. One attendant touched a button on the cart and all along the row small opening appeared in the front wall on the bottom of each cage. Into each cage, whether it was occupied or not, a covered plate with a container of orange juice was slid in.

When they reached his cage the large of the two men looked at him as the other slid his plate in. "As you are new, Mutie, you don't know the rules. So here it is -- You will be well fed during your stay here, but if you cause any sort of trouble all you will get will be stale bread. Do you understand?"

Victor glanced over to the cage next to his and saw Nina mouth the word "please don't" so he decided that for the time being not to smart off and cause any trouble. "Yeah – what do I do with the dirty dish when I am done?"

"Just slide it out the same slot. It will be picked up later." With that they proceeded on with their duties.

Victor sniffed at the covered dish and smelt bacon and fried eggs, fried potatoes and buttered toast. He smiled as he lifted the cover off the dish and saw that what he had smelt was the actual food and not some slop thrown together and covered up by a fake scent_. It's a dammed shame,_ he thought, _I could really enjoy this if not for the surroundings. _

With that thought, he started eating. He used the toast to mop up the last of the eggs and drained the orange juice. He did as all the others were doing and pushed the empty plate and container out into the aisle and drew his hand back quickly as the slot's door closed with a vicious snap.

He sat back on the platform and started looking around noticing every thing. Even though the cage was a well thought out high tech cage – it was still just a cage and no cage had ever held him for very long. The X-Pucks had found that out, as had the Runt. All it would take was one mistake and he would be out of this hellhole and the prick guards would find out what payback was all about.

"Hey Victor," called Nina. "Since we all here in these glass cages, it is not polite to stare at one another. You know – we all try to give each other some sort of privacy. If you know what I mean?"

" Yeah Kid, I can understand that. I am just taking in the surroundings and try to see if there is any way out of here."

"You remind me of the guy in the cage across from you. He was the same as you when he first arrived, but now…", she shrugged her shoulders, " when he is not being worked on , he just lays there and tries to recover."

"How long …?" Before he could complete the question, the double doors at the end of the room slid open and a couple of white-coated men glided a large gurney with someone laying on it into the room. They brought it around the corner of the cages and stopped in front of the empty cage across from Sabertooth's. The smaller of the two "docs" touched the controls on the gurney and typed in some code then the front wall of that cage slid out and then upwards. The doc punched another code and the bed of the gurney lifted off the frame and moved into the cage. It tilted toward the back of the cage and out of the sleeping platform at the back of the cage came a cable, which attached itself to the belt around the person's waist. As the gurney bed moved out of the cage the cable retracted, pulling the person off onto the floor of the cage. Once the bed reattached itself to its frame the cage door slid shut and the cable detached itself and slid back into the platform. As the gurney and the "docs" were still in the way Sabertooth could not see that cage's occupant.

The two "Docs" turned and looked at him. One asked, "Is this one next."

The other pulled a ThinkPad out of his lab coat's pocket and typed in a query. "No – not yet. Doctor Samuels is not yet ready for him. We are to take Subject 22B." He put the pad away and they headed to the cage of Subject 22B.

Sabertooth looked across the aisle and saw that the occupant of the cage across from his was laying on the sleeping platform facing the back way. He caught a familiar scent and went up to the front of the cage. He shouted through the vent holes, "Yo, Runt!" When the occupant did not stir, he shouted again, "Hey, Logan!"

Upon hearing that, the man across the way turned over and looked at Sabertooth. Logan had large burns covering most of his body which were starting to heal and one of his eyes was bandaged. He had similar gauntlets on his hands and feet and had both the belt and collar on. However, he did not have the muzzle like Sabertooth's. " Creed, I see that they got you too."

Creed looked at his sometimes adversary and saw that even though the burns covering Logan's body were healing – they were not healing as rapidly as they could. Logan looked gaunt and ill. "What have they done to you?"

Logan gave a wry chuckle. "You're worried about me? "

"Nah – no one gets to kill you before I do and you look like shit warmed over."

"Thanks for your concern but I will see you in your grave first." Logan slowly set up and looked over to Nina in her cell. "Hey Kiddo, how you doing? Can you change back to human form?"

She looked at Logan and back to Creed and shook her head. "I don't want to. I'm all scared up. I don't heal up like you. At least the docs leave me mostly alone now."

A pearcing scream like a cougar's filled the room and then a man screamed in pain. A few moments later a troop of armed soldiers ran through the double doors and down the far side. There were more cougar screams and men shouting, then a blast of gunfire rang out and the screaming stopped. The gunfire continued for a while longer and then stopped. Several other white-coated docs entered the room with a regular gurney and went over to where the soldiers were standing around a downed cat like mutant and an injured doctor.

Creed hit the walls with his manacled fists and roared out a challenge for the white coats to come and get him Logan looked over to him and shook his head. "You'll learn not to bring attention to your self. Those pricks just love to pick out the strong ones to test."

Looking at Logan in disgust Creed said, "I never thought I'll see the day Runt when you would show yellow."

"It's not showing yellow to be smart when you are trying to survive." Nina said. "If Logan would try to be a bit more like me they wouldn't pick him as much. When they use to come for me he would act up and get taken instead. Look at him now!"

Creed looked over to his old adversary and saw how thin he was and how his once solid black hair was now showing some silver in it. Logan glared back and crawled over to his sleeping platform and laid down on it. He rolled onto his side facing away from the front of the cage. Creed looked over at Nina and saw that she did the same. So he sat back on his sleeping platform and watched and waited.


	2. Chapter 2

The Pain Factory

Disclaimer – forgot to put this on Chapter 1 – Marvel owns the X-Men, Logan, and Victor Creed. I am just borrowing them for my story. No money will be earned from this story so no harm no foul.

Chapter 2

Several days passed and Creed noticed every thing going on trying to find a weakness in the pattern. So far the only weakness was when the docs came to get a new subject or to return one. From what he noticed there was a slight delay in the door sliding shut when the subject was returned to their Cell, however, the cable that pulled the subject off the gurney was never detached until after the door was closed. If there was some way of disabling the cable there might be a change but with his hands incased in their gauntlets, he could not use his claws to shred it.

Earlier in the day the docs had come and taken Logan, Nina and eight other mutants. So far they had not taken him. He guessed that they were having too much fun with the Runt to bother with him. All this waiting was staring to get on his nerves; Creed was getting tired of waiting. He wanted to test the cable to see how strong it really was and the only way he could do that was to be taken as a subject.

He heard the steel doors roll up and heard the gurneys being pushed into the area. Of the ten who were taken, there were only eight being returned. Both Logan and Nina were among those returned. As Nina was pulled into her Cell, Creed noticed that a lot of her fur had fallen out leaving raw running sores. Inhaling deeply he caught a scent coming from Nina that he did not want to smell – that of approaching death.

As the docs moved away, Creed looked across to Logan. He was sitting on the floor in the middle of his Cell, his left hand pressing into his right side. His skin color was a chalky, pale, grayish white and his hair, like Nina's fur had clumps missing leaving raw running sores. Gesturing toward Nina, Logan asked, his voice weak and shaky, "Victor, see if you can get any response from her."

Creed called her name softly at first and then when he had no reaction he tried several more times. Each time he called out her name he got louder. The final time was like a lion's roar. Nina did not move or even moan. Creed looked over to Logan and shook his head. "What did they do to you all?"

Logan looked down and then back to Creed. "Those bastards! They put the 10 of us into a room and exposed us to some sort of radioactive gas. The little mouse guy died within a few minutes. Then the docs came in and gave the rest of us a shot or a pill. They said that as the Government will be expanding the War on Terror, the Army needed some type of protection for the troops against radioactive weapons. I got the shot and within a few seconds I was puking my guts out. Then came the shakes – so bad that if it wasn't for the fact I have metal bones, I've would have broken them. The other four that got the shots did break their bones – one shook so hard, he snapped his neck and died."

Creed looked over to Nina lying on the floor of her Cell in the same position barely breathing. "Did she get the shot?"

"No, she got the pill. After a few small shudders, she and the three that got the pill have been like that – still as death. The docs are not expecting the ones that got the pill to last the night." Logan crawled over to his sleeping platform and pulled himself up on it. Turning his head toward Creed, he added, "You know they are going to come for you soon. They have been saving you for something big. The docs have been talking about this big VIP coming to inspect this site and they want to give the bastard a good show. They talk around us like we don't understand. Creed, if you get a chance, kill some of those pricks for what they have done to Nina and the others."

Surprised by Logan's show of weakness, Creed exclaimed, "Logan! Don't you dare talk like that! We'll both get out and show them that we are not lab rats! You're sick and you're tired – now get some rest. You'll feel better tomorrow."

Logan made a rueful noise and said, "I didn't know you cared."

"Screw you – no one gets to kill you except for me and don't you forget that!"

Logan extended his middle finger then turned his back toward Creed. Creed looked again over to Nina and said softly to her. "Hang in there Girlie, just keep breathing. We'll get you and the others out of here - somehow."

Upon hearing Creed's promise and noting that he said we, Logan smiled to himself as the lights went out and darkness ruled.


	3. Chapter 3

The Pain Factory

Chapter 3

The next morning before breakfast, the docs came and checked on the survivors of yesterday's test. Of the four who received the shot, all were still alive. Only Logan was showing signs of recovery. The sores on his head were no longer raw and running but had dried up and scabs had formed. Of the four who had taken the pill, two had died in the night. Nina and the other were in a coma.

Victor and Logan both watched the docs open the door to Nina's Cell and enter it. They put her up on the sleeping platform. While one checked her vitals the other went and got an IV bag, which was hung from a hook on a suction cup from the top of the cell. When the needle was inserted in her arm, she did not make a sound. The docs then left the Cell and lowered the door.

Victor pounded on the door of his Cell to get their attention. One doc looked over to Victor and asked, "What do you want?"

"The girl – is she going to be alright?"

The doc shrugged and said, "Don't know, but as she has made it through the night she has a chance of making it."

The other doc came over to the one who had answered Victor's question and punched his co-worker in the arm. "You know you are not suppose to answer their questions! You could get the both of us fired!"

The other doc just glared at him and took hold of the cart and push it out of the row. The commanding doc looked at Victor and said, "Mind your own business Mutie. Your days of nothing to do is coming to an end." He turned and followed his co-worker out of the row.

Victor growled to himself. _I am going out of mind here. Not enough room to stand and nothing to do but wait for the next meal or for the docs to come and get me. Something has gotta give …_he thought. He looked over to Logan and noticed that he was doing something to the gauntlet on his right hand. Seeing Logan grimace in pain he was about to call out when Logan saw that he was looking. Smiling, Logan brought his blood stained left hand closed into a fist with the index finger extended up to his mouth and schussed him. He then went back to doing what he was working on before Victor interrupted him. _Well, Runt, you clever little devil, you have found a possible way out of these gauntlets. You have lost so much weight that you can slip your fingers in to try and work them loose and the docs haven't noticed. If the docs slip up and let me get close enough to you then I can yank that gauntlet off and let you do what you do best._

"Logan!"

Logan looked over at Creed. Victor pointed at Logan and then at the gauntlet. Making a pulling motion on his own gauntlet he smiled and nodded. Logan did the same. The two enemies had made a plan for escape and only needed the right chance to put it in action. Hearing the steel doors roll up and the food carts being pushed in, Logan went to his wash basin and washed the blood off his arms and hands.The docs and the food carts made it around to their row and passed out that day's breakfast to each Cell's inmate except for Victor and four others.

Seeing the look on Creed's face, one of the docs laughed and said, "Looks like it's your turn to visit with Doctor Samuels. He is a really nice guy."

With that comment, both laughed and pushed their carts to the next row.

With his stomach growling, Victor set back to wait for the gurney docs to come and get him. He started flexing his legs to warm up so that he could try and spring out of the Cell when the door slid open. About fifteen minutes had passed when the gurney docs arrived; Victor readied himself to pounce. One of the docs pushed a button and Victor felt a punch to the middle of his back where the belt was. He looked back and saw that a cable was attached to the belt and the back wall. The door slid upwards and Victor leaped toward the docs thinking that he could club them down when a shock went through him knocking him to the floor. As he laid there trying to recover from the electric shock, a doc using a pole that hooked to his collar pulled him on to the gurney. After strapping him down, the cable was disconnected from the belt and it retracted back into the wall. Victor fully recovered from the shock, tested the restraints and found them to strong to break.

One doc noticed Victor's testing of the restraints, said, "Doctor Samuels is going to love this subject. He is really feisty."

"Yup, that he is. He and that little guy are two of a kind. I bet Doctor Samuels wishes he had more like them. With more like them we could do more tests without having to let the subjects recover as long after each test."

On reaching the other four gurneys, each with their own pair of docs, the two docs shut up and they and the other four sets went through the steel doors. Hearing the steel doors roll down, Victor laid quietly on his gurney and noted which way he was being taken – how many halls and doors they passed on the way to where ever he and the other four were being taken to. After a few minutes they all had reached their destination. In front of an open steel airlock were five docs suited up in red haz-mat radiation suits. Each of the red suit docs took control of a gurney and one by one all were pushed into the airlock. The door was then shut and locked while the air was cycled so that the inner door could be opened.

After the inner airlock was opened, one by one the gurneys were pushed into a room with a lot of equipment and computers in it. Across from the airlock they just came through was a large observation window and another airlock leading to another chamber. After all five gurneys were in the room the airlock closed and the one across started to open. Creed looked around and saw a doc wearing a gold haz-mat radiation giving instructions to the first four red suit docs. When the gold suit doc saw Creed, he came over as the others pushed their gurneys through the newly opened airlock.

"Doctor Samuels this is Subject 95A," the red suit doc said.

Doctor Samuels looked at his Pocket PC in his hand and brought up the information on Subject 95A. "Ah, so this is the Victor Creed AKA Sabertooth. He appears to be in remarkable condition just like Subject 15A. I see where we have not taken the base line samples from him. So Nurse Jacovski, I want those samples taken now before you put him in the Chamber." Samuels leaned over and looked Creed directly in his eyes. "Mr. Creed, I was so happy to hear that you were able to join us here and help us run our little tests just like Subject 15A, who you know as Logan AKA Wolverine."

"Why you low life flat-scan scum – you think we just volunteered to be your lab rats?" Creed growled.

"Of course not, Mr. Creed. You animals are here for the betterment of true humankind. Nurse please proceed." The Doctor turned and went back to his work at his station by the window.

Nurse Jacovski pushed Creed over to a workstation and stated taking samples, some hair, some skin and some blood. As there was no way she was going anywhere his mouth, she took his temperature by an ear scanner and blood pressure. Hooking the gurney up to a cable she got his weight and height.

Grinning, a wicked grin, she said, "Now comes the fun stuff. I need to get a urine, stool and sperm sample. And you, Mr. Creed, have a remarkable member – too bad you're not human. I would just love to take you for a ride."

"How in the hell do you think you are going to …" before he could finish asking, Nurse Jacovski pressed a couple of buttons on the side of the gurney which caused the section where his legs were to spilt in two. His legs were then raised into the traditional position that all women know well as being in the OB-GYN stirrups. She brandished a hollow glass wand with a suction bulb on it, grabbed his penis and deftly inserted it. He sucked his breath in. Just as quick, she removed it with the required urine sample, which she placed in a lab glass.

"There is no way in hell you're…" again he was proven wrong as she stuck a probe into his anus. She then put a condom on his penis and held on to it with one hand as she pressed a button on the probe with her other hand. A jolt of electricity coursed through his nether regions and in a few moments she had the other two samples, which were also placed in their own separate lab glass. She then inserted a catheter and put a type of half diaper on him.

Victor thought; _Now, I know what it is like to be raped! _ Being a smart mouth, he said, "Usually, I get a meal and kiss for this."

She pressed a button and the gurney went back to its original position. Patting Creed on a leg she said, "Well, honey, that wasn't too bad." She then blew a kiss at him. "Sorry about the meal, but you really would not want one with what you are about to go through."

She pushed him to the airlock and cycled through into the Chamber. As they entered, Creed could smell the lead that the room was made out of and the various stink of vomit, fear sweat, blood and something else he could not quite identify. He also smelt Logan and Nina scents so this was the room they were last in before being returned to their Cells. Nurse Jacovski moved his gurney into position to complete the circle the others were in and pressed another button. This time the gurney raised Creed into a standing position. Nurse Jacovski quickly placed several sensors on his chest, one on his neck and one on either side of his head. She and the other four red suit docs quickly exited through the airlock.

Creed could see the faces of his four co-subjects/victims. Two were men and two were women. One of the men was an insect looking feral with no expression in his fly like eyes, the other was a dog like feral with open fear showing on his face. One woman was snake like with no legs, just a long tail ending in a rattle, which was rattling in anger. Her eyes were burning bright with anger. The other woman was a bear like feral with calm brown eyes.

The bear woman started to pray, "Oh Great Father God, please look upon us in our hour of need. Help keep us strong in our faith and please help us to forgive our tormentors as they do not understand that we are all God's children and should not be treated as lesser beings but as equals. In your name we pray, Amen."

"Thelma do not ask us to forgive those bastards after all they have done and will do!" Hissed the snake lady.

"Sliva, this is God's will and we must accept this as one of our trials we all must face before our reward."

"Hey Bear Woman – forget that BS. If God was just then we would not be here," replied Creed.

Thelma looked at him and said, "God knows who you are, Sabertooth. You are one those that have caused this fear among the non-mutant humans. You are a cold blooded killer who will know God's anger one day!"

Before he could make another comment on her belief, a blinding white light filled the Chamber as a gas was released. Creed could feel the millions of pinpricks that increased in intensity to that of dagger points as the radiation flooded his body. The gas he breathed in was like breathing in pure fire. The pain and the agony kept on and on, forever it seemed. Just as he felt that he could not take any more it got worse. It felt like his skin and muscles were being stripped from his bones, that his eyes had burst into flames. He was screaming so loudly that he split his vocal cords and lost his hearing. He could not breathe, as there was no air. He was dying without taking even one of those bastards with him! From the shame of feeling the pain, the terror and the helplessness so strongly, he was weeping tears of pure blood.

Then as suddenly as it begun, the light dimmed back to normal and the gas was replaced by air. The pain was still there and his lungs were still burning but it was starting to lessen. Creed took one shaky breath and then another. His vision started to clear and his hearing had returned. He could hear himself moaning and he told himself to stop, but he couldn't. All he could smell was his own stink and he was glad that he had not eaten that morning and that the bitch nurse had put a diaper on him. He started getting his control back and wondered how the others had done.

Binking the blood out of his eyes, Creed looked around at his fellow sufferers. The Bear Woman was still praying though she had no eyes, the snake lady was hanging in her restraints, limp as death. Insect boy appeared that he gotten the best deal of the five, his wings were buzzing and he looked bigger and stronger. Dog man had lost his fur and was crying.

The crying and praying went on for a few more minutes, then the airlock opened and the five red suit docs came back in. Each doc went to their own subject. Over the loud speaker, Doctor Samuels' voice was heard.

"Is it a sensor malfunction or is Subject 39B dead?"

"It's dead."

"OK send it to the A Lab. Was it to have gotten the shot or pill?"

"The shot, Doctor."

"Good! Let's proceeded."

Nurse Jacovski approached Creed's gurney and pressed a button and it went back to it original position. She leaned over his head and said, "Open wide."

Victor kept his mouth shut.

"Oh you naughty boy! Now why won't you be good."

"Look bitch, you got to be…" he started gagging as the nurse dropped the pill to the back of his mouth, followed by a chaser of water forcing him to swallow the pill.

"Now that's a good boy. Just lie there quietly and let the pill take effect."

Creed just laid there and glared at Nurse Jacovski. _That pill must have been the size of a horse pill the way it went down. _After 10 minutes he started feeling strange, he was dizzy and felt like vomiting. He started getting a headache and tremors in his hands. They got stronger and stronger until the gurney was shaking. A very strong tremor started in his feet and traveled up his body making him arch his back until it reach his neck and head. The tremor was so strong that it caused his head to rear up and down popping the steel gurney so hard that he was almost knocked him out.

All neurons of his brain started firing all at once, making it seem like his brain was on fire. The pain was so horrible that he was screaming.

_OH GOD! OH GOD, please make it stop! _Creed kept thinking over and over.

Then a wash of coolness coated all the cells of his brain and he heard a calm voice in his mind.

CREED

WHAT? WHO'S THIS?

THIS IS PROFESSOR XAVIER.


	4. Chapter 4

The Pain Factory

Chapter 4

Creed was shocked.

XAVIER? HOW IS THIS POSSIBLE? I'M NOT A TELEPATH!

I DO NOT KNOW. IT WAS YOUR SCREAMING IN MY MIND THAT AROUSED ME FROM MY REST. WHAT IS GOING ON?

I'M AT SOME SORT OF TESTING FACILITY – WHERE IT IS I DON'T KNOW. ALL I KNOW FOR SURE IS THAT THERE ARE A LOT OF MUTANTS WITH VARING DEGREE OF THE HEALING FACTOR BEING USED AS LAB RATS. SOME HAVE DIED DURING THESE SO CALL TESTS. XAVIER – LOGAN IS HERE ALSO. HE'S HAS BEEN HERE A LOT LONGER THAN ME AND IS IN ROUGH SHAPE. ONE OF THE MUTANTS HERE I'VE GOTTEN TO KNOW, HER NAME IS NINA, CALLS THIS HELLHOLE A PAIN FACTORY. SHE IS IN REAL BAD SHAPE AND NEEDS SOME MEDICAL ATTENTION ASAP!

CREED, YOU'RE STARTING TO FADE. JEAN AND I ARE TRYING TO PINPOINT YOUR LOCATION. QUICKLY BEFORE I LOSE YOU, SHOW ME EVERY THING THAT HAS HAPPENED TO YOU THERE AND WHERE YOU WERE ORIGINALY TAKEN.

Creed quickly showed Xavier every thing that had happened. His head started to pound and he was getting dizzy.

CREED, THE X-MEN WILL BE ON OUR WAY AS SOON AS WE GOT YOU LOCATED. TRY NOT TO DO ANYTHING…………….

_Xavier? Jean? Shit! Just perfect – why couldn't the telepathic power last just a few minutes longer so I could know if they found this place and when to expect the rescue so Logan and I could make some plans. Oh God my head hurts! _He gave a shudder and black out.

When he came to, he was back in his Cell. Sitting up, he groaned and looked around. Logan was across the way in his Cell looking better than he had when Creed last saw him. Logan nodded to Creed and gestured toward Nina's Cell. She had survived and was sitting on the floor with her arms wrapped around her legs and was rocking back and forth.

Creed noticed that she was saying over and over in a low monotone, "Shut up. Shut up. You're not real."

"Nina!" Creed shouted and pounded on the wall. Nina stopped rocking and looked over to him. A tiny sad smile briefly appeared.

"Victor, it's good to see you are OK." She looked away and started rocking again.

"Nina! Talk to me! Whose's not real?"

"The voices in my head. They will not shut up."

"Do the voices have names?" Creed asked, hoping that the dammed pill had the same reaction on her.

"Yes, the man's Xavier and the woman's Jean."

Logan moved to the front of his Cell and shouted across to her. "Nina, the voices in your head are real!"

She looked up at Logan; "They're real? I'm not crazy?"

Nina glanced over to Creed who nodded in affirmation at her and said, "You're not crazy. They are real people – mutants who can communicate with their minds."

Logan added, "They are telepaths – I know them."

"But how? I'm not one."

"It's that pill the docs gave you after that last test. It has a side effect of making you a telepath," Victor explained. "It made me one for a while and I was in contact with Xavier for a short while before my healing factor repaired the damaged section that allowed me to mind talk. I don't know how long the effect will last on you. Ask them if they have located us yet."

"Alright. Xavier says that they have the general area but have not pinpointed the exact location, but they are in the air and are on the way. The closer they get, the better they can hear me and find us." Nina started rubbing her temples. "Oh God! My head hurts! It feels like my brain is on fire!"

She screamed and crumpled over. "Nina!" both Creed and Logan called out at the same time.

"Creed, is she breathing?"

"Yes. I hope your friends get here soon. I don't think she has much time left."

In frustration, Creed grabbed either side of the muzzle on his head and yanked on it with all his strength. He felt a sharp pain on either side of his head and heard a pop. He looked in amazement at the muzzle in his hands. He had pulled it loose! _That's not possible! Adamantium does not break like this! _He took a closer look at the muzzle and then smelt it. _The cheapskates, this is carbon fiber with a thin layer of Adamantium electroplated onto it._

Creed gave a wicked laugh and Logan looked over to him. "What gives, Creed?"

Creed held up the muzzle so that Logan could see it and then threw it to the floor of the Cell. "It's carbon fiber with a thin layer of Adamantium electroplated onto it. I bet everything else is also!"

Both grinned. A few minutes passed with both men flexing their claws inside the gauntlets trying to pierce the thin shell of Adamantium. Then a familiar 'Snick' was heard and Creed looked over to Logan and saw he had freed his claws and had all six of them fully extended. A second later his claws were out and ready for action.

Logan slid his claws back in and said. "Let's surprise them when the docs come and get us. We need the gurney to open the rest of the Cells."

Creed nodded in agreement. He picked up the muzzle and then washed the blood off his face. He placed it back on his head and sat back to wait. Across the aisle Logan had done the same.


	5. Chapter 5

The Pain Factory

Chapter 5

Both Creed and Logan sat quietly and waited in anticipation for the gurney docs to arrive. They did not have long to wait. Soon the sound of the steel doors sliding open was heard and two docs with the gurneys arrived in front of their Cells.

"I over heard Doctor Samuels telling the nurses that Senator Trask was coming today," one doc told the other, "and he wanted to see something special with these two."

The second doc, "Yeah, the Senator requested these two specially. Little one or big one first?"

"The big one – now you be a good….."

With a roar from both sides, Victor and Logan unleashed their claws and crashed through the glass walls of their Cells. One doc was dispatched quickly and bloodily while the second one was on the floor with Logan sitting on the doc's chest. Logan had his left hand buried in the doc's hair and had raised the shaking doc's head off the floor giving him a up close and personal view of his right fist with all three claws fully expended through the gauntlet.

"Now if you want to survive this day, you better give me the codes to open all the Cells." Logan growled at the doc with Creed standing behind him covered in the other doc's blood.

"It's, uh, it's 572 – no, it's 5372ALL enter."

Creed punched the code in and nothing happened. He roared. "Nothing's happening! Let me have him!"

The doc blanched further and stammered in terror, "No – no – no! It's DNA coded! I have to enter it!"

Logan jerked him up and stood him in front of the gurney. "Do it now and do it right! Or I'll give you to Creed!"

The doc squealed and turned and quickly entered the code and all the doors to every Cell raised open. The occupants at first did not move until Creed shouted at them. "What are you waiting for! Get your furry asses out here! It's time for payback!"

With a thunderous roar all the occupants jumped out of their Cells and started swarming toward the door. Three of the liberated mutants saw the doc with Logan and Creed and headed toward them. "Give us the doc!" Said the largest of the three mutants.

Logan stepped in front of the terrified human and said, "Bub, I don't think so. This one belongs to me. There are others out there you can take your revenge on."

The three took one look at Logan's extended claws, then at the blood splattered Sabertooth standing behind him and at the body of the dead doc on the floor with Creed's muzzle crammed in it's mouth. The smallest of the trio said, "Come on guys, he's right – let's go."

They all ran off joining the others at the open door. Screams of both mutants and humans could be heard along with the sound of gunfire. Creed looked at Logan and then went to Nina's Cell. He reached in and pulled her out. As he stood and cradled her in his arms she came to. She reached up and touched Creed's face.

Victor looked at her and asked, "How are you doing Nina? Have you heard anything for Xavier?"

"Victor I am so glad I am out of that Cell. Xavier said help is on the way and should be here in ten minutes. I am so tired."

Creed looked at her and then at Logan. "We got to get her out of here."

Logan nodded and grabbed the doc and threw him into Nina's Cell. "If you are smart you'll stay there until it's over."

The doc nodded and sat on the floor. Creed carrying Nina and Logan headed for the door and moved out of the Cell Room into the hallway. There were about ten dead docs and nurses, pieces of the bodies littering the hallway and the red of their blood painting the walls. Logan moved ahead of Creed to watch out for ambush. They reached a cross-hall and looked down it. Creed saw the large bear woman praying over several dead bodies both human and mutant.

"Thelma!" Creed shouted.

The serene bear woman looked up and saw the three of them. She stood and went over to them. "Victor Creed, this murder is your doing!"

"Can it lady! You're just as glad as the rest of us to be out of those Cells!" Logan exclaimed. "God helps those that helps themselves."

"Thou shall not kill, says the Lord." Countered Thelma.

"I haven't killed any one yet but the day is young," Logan smarted off.

"Logan – Thelma! Cool it. Thelma take her and the both of you get out of here." Creed gently put Nina in Thelma's strong arms. "Help will be here in about ten minutes."

"I told you that God would save us, even if He had to work through the likes of you two as His Arms of Justice." Turning away from Creed, Thelma carrying Nina started running down the hall toward the exit out of the building.

Creed looked down the other hall and then over to Logan, "Well, shall we go an bid our hosts a fond fare-thee-well?"

Logan snorted. "Yeah, and I have the perfect thank you gift for Doctor Samuels."

They ran down the hall to the large lab with the airlock doors. Logan using his claws quickly cut through the hinges of the lock and Creed using his greater strength pulled the lock down. The same was done with the inner lock. Logan was the first into the lab where he was greeted by both barrels of a shotgun. He was hurled back into the wall across from the airlock in the hall with a large wound mid body. In his weakened state he was knocked unconscious by the force of the shot and as he slid down the wall to rest onto the floor he left a trail of bright red blood. Creed looked at Logan and then at the person holding the shotgun. It was Doctor Samuels who had calmly broken the gun open and was reloading it.

Roaring, Creed leapt for the Doctor, only he was also shot. He slammed into the floor but jump right up. A look of horror crossed the Doctor's face as he watched Creed's wound heal up as fast as it had occurred.

Creed slapped the shotgun out of the Doctor's hands and with one hand around the Doctor's neck he lifted him up so he could glare into his eyes. The Doctor had both his hands gripping Creed's arm and was kicking him trying to get Creed to drop him. As the Doctor's face started to turn red and frantic, Creed slammed him up against the wall forcing the air out of his lungs.

"Now you know how it is not to be able to breathe and not be in control of your life. I am going to show you what it is like to be…" A sharp pain hit him in the small of his back. Creed reached behind and pulled out a scalpel. He looked and saw who had stabbed in the back. It was Nurse Jacovski. He dropped Doctor Samuels to the floor and grabbed Nurse Jacovski.

Momentary forgetting about the Doctor, he dragged the Nurse screaming over to the other airlock door.

"Open it!"

She did so. Into the air lock they went. As the inner lock opened, Creed hurled the woman into the middle of the Chamber. She laid there stunned for a second and then seeing that he was closing the inner lock leaving her trapped in the Chamber she jumped up and ran screaming to the lock door.

Creed exited the airlock and shut the outer door. Seeing that the Doctor was trying to escape he jumped him and drugged him over to the control panel by the observation window.

"Trigger that damm test you gave to us!"

"No! I can't!"

"You can and will do so or I will gut you right now!"

"If I do what you want, you'll let me live?"

"Yes."

The Doctor nodded in shame and started inputting the commands to trigger the test. "All you have to do is to press that button and it will fire."

Creed smiled a wicked smile with his fangs showing at the Doctor. "I'm not going to press the button – you are. Understand?" He waved his right hand showing his claws fully extended.

Doctor Samuels could not press the button fast enough. As the bright light flared the observation window darkened and a woman's wail of pain and terror was heard over the intercom. Her cry increased for several moments and then was cut off. The window cleared and Creed looked and saw in satisfaction the burnt body of one of his tormentors. He grabbed the Doctor and threw him up against the wall again.

Samuels squirmed and whimpered, "You said that you would let me live."

Creed growled at him, "I lied – now scream for me."

Which is exactly what Doctor Samuels did as Creed forced his hand into his chest and pulled out the Doctor's heart. The heart was still beating as Creed showed it to the Doctor before he died.

Dropping both to the floor, Creed turned to leave the lab. He saw that Logan was sitting up but leaning back on the hall wall, his wound still open but slowly closing. Walking over to Logan, Creed asked, "Can you walk, Runt?"

Logan nodded and said, "Yeah."

"Good, cause I ain't carrying you."

"Ain't asking – just help me up." Creed extended a hand and Logan took it. With a quick jerk Logan was standing. He wobbled a bit and Creed reached out and grabbed him by the shoulders to steady him.

"Thanks – now let's get the hell out of Dodge." They both started down the hall toward the exit.


	6. Chapter 6

The Pain Factory

Chapter 6

Creed and Logan continued down the hall toward the exit, the sounds of battle getting louder. Reaching the exit door, Creed kicked the door open and both rushed to join the fray.

Armed security guards were firing on the remnants of the freed mutants clustered in the courtyard of the compound. Even with their varying degrees of the healing factor the mutants were no match for the large caliber bullets from the machine pistols the guards were firing. Creed and Logan took the guards by surprise and in a few short minutes all the guards were down.

"Logan! Creed! Over here!"

They looked and saw Thelma over by a dumpster standing guard over Nina who was laying on the ground. They rushed over.

"How is she?" Logan asked.

"Not good – she has been shot and I can't stopped the bleeding."

A helicopter appeared over the compound with two machine guns mounted in the opening on both sides with two men for each gun. They started firing on the survivors. Logan looked at the survivors running, trying to find some sort of cover to protect themselves from the deadly fire coming from the helicopter.

"Creed! Throw me up to the helicopter!"

Creed grabbed Logan by the metal belt and collar and spinning him around releasing him at the apex hurling him toward the helicopter. Watching a nude Logan flying through the air with all six claws fully extended Creed shuddered, _Now that's a sight I would like to forget I ever saw._

Logan grabbed onto the landing rails under the helicopter. One of the two men operating the machine gun on that side saw him and pulled out his pistol. The gunner leaned out of the helicopter so that he would get a better shot at Logan. Logan reached up with one hand and grabbed the man and pulled him out of the helicopter. Screaming the gunner felled toward the ground only to be jerked up short by the safety line. Logan cut the line and sent the gunner downward toward the waiting claws of Sabertooth. Logan pulled himself into the middle of the helicopter. The remaining three gunners were quickly eliminated before the pilot and copilot could react.

The pilot seeing that all the gunners were gone pulled his pistol out and fired a round at Logan hitting him under the right rib cage. Before he could get another shot off; Logan had jumped him and in a short second had joined his buddies on the floor of the helicopter. Grabbing his side he sat down in the pilot's seat.

"Laid this thing now!" Logan ordered the copilot waving a trio of claws at the scared man.

The copilot nodded his complainance and started lowering the helicopter. Another helicopter arrived and fired on the copter Logan was in, killing the copilot causing it to lose control.

"Oh hell," exclaimed Logan as he opened the cockpit door and hurled himself out of the spinning copter. He had only fallen a few feet when two strong hands grabbed him under his armpits and stopped his fall.

"Sugar, y'all know you can't fly," said the soft southern voice of Rogue as she gently lowered him to the ground. The spinning copter was blasted into nonexistence by the ruby optic beams from Cyclops before it could hit the ground and endanger the other mutants.

Logan looked around and saw that the X-men had arrived. The X-jet had landed just out side of the fence.

Storm using her weather powers had fired a bolt of lighting at the other copter, hitting it and forcing it to land near by. Rogue set Logan down and flew over to the copter and pulled the blades off the main rotor. She then grabbed all four gunners and sat them on the ground with one of the blades wrapped around them. The pilot and copilot jumped out and ran for the nearby woods. Rogue let them go.

Reinforcements arrived in armored vehicles, disembarked and started firing on the X-men and the freed mutants. The guards were quickly targeted by Cyclops' optic blasts, Gambit's exploding cards and Storm's lighting bolts knocking their guns out of commission. Rogue picked up a vehicle and hurled it into the woods. Several guards passed out after Shadowcat phased through them, temporary shorting out their nervous systems. Nightcrawler would teleport to a guard grab him and then teleport the guard without his gun miles away. Jean Gray would reach into a guard's mind and put him to sleep. Meanwhile Beast and Colossus were assisting the freed mutants out of harms way.

Creed looked on in disgust. The X-men had not killed a single guard during the short but intense battle. _I don't fing believe this! No wonder the Runt is the way he is. I remember the day when he would slice and dice – oh hell it doesn't matter anyway. He doesn't even remember the good times we use to have way back when._

Logan walked over to Creed and they both watched the X-men finish securing the courtyard and move the guards to a secure area. On hearing Thelma call out to them, they both turned as if one and went over to her.

On the way over, they felt a warm breeze caress their backsides and heard Storm's melodious voice say, "Now that is a nice view – I almost hate to have them covered up, but we do have a pair of young eyes that do not need to see the entire male body."

That stopped both in their tracks and they realized that they were nude. They had been without clothes for so long it felt natural to them. They dropped their hands infront of their privates covering them from view. As Storm flew over them on her way toward the downed soldiers, she winked at the pair.

A stink of brimstone assaulted their noses as Nightcrawler popped beside them. He had two pair of pants for them in his arms. "Jean thought that you both would like to put these on. She thought that Colossus' might fit you, Sabertooth. And of course, Wolverine, you had a pair aboard."

They thanked him and took the offered pants. Logan popped one claw and cut his metal boots off and then pulled his pants on. He then cut the belt, collar and the gauntlets off. Creed ripped his off with just a little more effort and then pulled his pants on. They then rushed off to where Thelma was with Nina.

"I pray that your friends have medical assistance with then as she will not make it without medical aid." Thelma said sitting on the ground looking up at the pair; Nina cradled in her arms.

Logan shouted over to Beast and he came bounding over. Kneeling down beside Thelma, Beast introduced himself to her. "Dr. Hank McCoy at your service. Let me take a look at this little lady."

He ran his scanner over Nina and sadly said, "Her healing factor has completely failed and her organs are starting to shut down. I am afraid that all I can do for her is to take her into the jet and make her last moments more comfortable."

"Hank, what if you transfused my blood into her?" Logan asked. "We've done it before."

Hank looked at his friend and saw how gaunt and thin Logan was, his hair streaked with gray and the wounds he had were still open and bleeding. He shook his head and said, "Maybe if your healing factor was fully functional, but it is not. You are barely standing as it is."

"But she'll die!" Logan protested.

"I'll do it!" Victor said picking Nina up into his arms. "There is nothing wrong with my healing factor!"

Beast looked at the X-men's some times foe and nodded, "Yes, you will do quite well, Mr. Creed. Shall we retire to the X-jet medical facilities?"

Beast led the way to the jet followed by Victor carrying Nina with Thelma following. Logan started following them, but was stopped by Cyclops. "Logan if you are able, could you show Shadowcat where the computers are? I want her to download every thing on this place before we wipe it off the face of the earth. Gambit, you go with Shadowcat and Logan."

Cyclops headed toward the injured mutants to assist Nightcrawler and the able mutants in loading the injured into trucks so that they could escape the compound. Colossus and Rogue were assisting the guards in loading their injured into other trucks while Jean kept control of the guards' minds to keep them peaceful. She also planted a suggestion in each driver's mind to head in the opposite direction from the way the freed mutants were heading in.

Upon reaching the door to head back into the Pain factory, Logan turned and looked toward the X-jet and watched Creed carry Nina into the jet. Gambit sensing his friend's uneasy at going back inside touched him on the shoulder and said, "Gambit, now he thinks that we needs to be in and out real quick like. He no likes this place and don't want to spend much time in there."

Logan nodded his agreement and the trio entered the building. Shadowcat looked at a directory on the wall and saw where they needed to go. The servers and mainframe room was located near the room where all the Cells were. When reaching the room they found it locked but not a problem with Kitty's phasing ability. She ghosted through the door and quickly started downloading all the files. She stuck her head out of the door and advised Logan and Gambit that it would take about 15 minutes to finish the download.

"Wait here," Logan told Gambit. "I want to make sure all the Cells are empty."

"No, Gambit he thinks that you should stay here and Gambit he go and do the look see." Gambit disagreed. "Gambit he be alright."

Logan nodded Ok and Gambit headed toward the Cell Room. He quickly checked each Cell finding no one until he reached the row where Logan, Creed and Nina had been imprisoned. There he found the terrified doc.

The doc looked into Gambit's face and saw his strange red on black eyes. He screamed and passed out. Gambit shook his head, pulled the doc out of the Cell and threw him over his shoulder. He headed back to Logan and Kitty.

"Gambit, he found nobody but this here scared rabbit. He be wondering what we should do with this rabbit?" The doc came to, started to squirm, and Gambit set him down.

The doc saw Logan and cried out, "You promised that you would not kill me!"

Both Logan and Gambit looked at the quivering man in disgust.

"You ain't dead yet." Logan said slowly extending his claws for effect.

"Gambit, he thinks that this here little rabbit better beat his feet out this here building and join the other rabbits outside."

The doc wasted no time turning and running down the hall toward the exit. Both Logan and Gambit laughed at the sight. Kitty phased through the door with the discs containing the downloaded files and said, "What's so funny?"

Logan said, "You've had to have been here to understand."

The trio head back toward the exit. Shadowcat and Gambit in front and Logan following in the rear. Logan was tired and glad that it was almost over. They reached the exit and stepped out of the building. Logan stopped and looked around the compound and it seemed like every one was moving in slow motion and he heard someone call his name faintly from a distance but he did not know who it was. Everything tilted and he felt like he was falling down a deep well. Everything went black and silent.

Author's Note - Sorry I haven't updated in a while - I hope to have the next chapter soon.


	7. Chapter 7

The Pain Factory

Chapter 7

Creed carrying Nina entered the X-jet behind Beast. Thelma followed behind him. Looking around the jet cabin Creed was impressed by what he saw. Beast touched a panel on the wall and two medical units rose up from the floor.

"Mr. Creed, please place Nina on this bed and you get up on the other."

Creed did as Beast asked and gently laid Nina on the right-side medical unit bed and straightened out her arms and legs. He smoothed Nina's fur on her face and head and quietly said, "You're in good hands now kiddo. You're gonna to be alright."

Beast watched in amazement at seeing a side to Sabertooth that was out of character to the killer the X-men knew. Creed laid down on the left bed and glared at Beast and Thelma both and said, "I'm doing this for the kid. She needs a chance and I'm gonna give it to her. Let's get this over with!"

Quickly Beast brought out the blood transferal unit and hooked up Creed and Nina. In a few minutes Creed's life giving blood was flowing into Nina's parched veins. Creed laid still on the bed and closed his eyes. He could hear Beast moving around checking on both Nina's and his vitals with his scanner. Minutes passed slowly by and he dozed off. He startled awake when someone touched his head. He looked up and saw a pretty brown eyed brown hair woman taking his temperature by feeling his head with the back of her hand.

"Who are you? I thought I knew all of the X-Men?" He questioned.

"You know me, I'm Thelma. As there was no need for me to stay furred, Hank loaned me a spare uniform for me to wear. I thought I could help out with the critical cases that have been brought in. I use to be an ER nurse once upon a time."

Creed looked around the cabin and saw that there were five more medical units with patients on then. He then looked over to Nina and saw Beast checking her out. "How is she doing?"

Hank looked over at Creed and smiled. "She is still unconscious but has started responding to the healing factor in your blood. Her organs are no longer failing and have stabilized. Still, she is a very sick little girl and it is going to take time for her to fully recover from this ordeal. I was just about to remove the transferal unit from you two."

He did so and Creed sat up and got off the medical unit he was on. Thelma handed him a glass with orange juice in it and showed him a chair next to the unit Nina was on. He sat down on the chair and drank the juice while observing everything going on in the X-jet.

As Creed watched, Gambit carrying Wolverine slung over his shoulder followed by Shadowcat entered the jet through the open hatch. "Beast, Gambit here could use a little help. This here is one heavy guy!"

"Oh dear, I was afraid that this would happen!" Beast said as he rushed over to help Gambit with Logan. They laid him on the medical unit that Creed had laid on a short while before. Running the scanner over Logan, Beast checked out his friend's condition.

"Hank, is Logan going to be alright?" asked Kitty.

"Yes my dear girl. His collapse was the result of his healing factor being abused. He will be old self after some rest and recovery to allow his factor to recoup."

Cyclops and the rest of the X-men boarded the X-jet. Cyclops barked out a command. "Status"

"Both the humans and the mutants have gathered their dead and wounded with the exception of the critical cases here on board. There are no life signs left in the building not on the campus." Jean reported.

"All critical cases are stable and can be transported back to the mansion." Beast said.

"I have downloaded the complete files and have transmitted them back to our computer." Shadowcat added.

"Good. Storm take the jet up 50 feet and hover over the building." Cyclops commanded. Storm complied and soon the jet was hovering over the building.

Cyclops leaned out of the jet and fired a pulse of his ruby red optic blast at the building. The entire building started to glow with the ruby red light and imploded as Cyclops intensified his blast. After a couple of minutes the building was reduced to a fused mess of melted steel and concrete. Satisfied with his efforts, Cyclops backed away from the hatch and closed the door. He headed for the command pilot chair and sat down. Turning his head, he saw Sabertooth sitting between Nina and Logan's medical unit.

"Are you going to be a problem, Mr. Creed?" Cyclops questioned.

Sabertooth gave a toothfilled grin and shook his head. "I promise I will be on good behavior for now. Until Nina is feeling better and does not need me around, I will be a house cat."

"I will hold you to your word, Mr. Creed. Now people take your seats and let's head home." With those few words, Cyclops turned his head back to the controls and in a few moments the X-jet gained altitude and headed east toward the mansion leaving the remains of the Pain Factory behind.


	8. Chapter 8

The Pain Factory

Chapter 8

Several days later, Logan was sitting under a large shade tree at the edge of the forest behind the mansion smoking a cigar. "Creed."

"Logan." Creed said sitting down beside him under the tree. "I see that you're doing better. Got another one of those cigars?"

Logan passed a cigar and his lighter over to Creed. He took them and after lighting the cigar he passed the lighter back. For a long while both sat under the tree, smoking their cigars, watching the students move about the grounds of the mansion/school in silence as the afternoon waned toward evening.

"Are you leaving tonight and are you going to tell Nina good-bye before you leave?" Questioned Logan.

"Yep and nope. I don't think I should. It will be better for her that way."

Logan cut a glance over to his sometime enemy and sarcastically replied, "Or do you mean for you - just cut and run. Le that little gal to wonder what she did wrong."

"Look who's talking! Mr. Commitment, himself, every time you get a girl friend you run away to the far north woods to avoid," Creed countered. A snitch sound was heard and he added, "Now we can draw down now and go against our promise to Xavier – you know I am ready for it but are you? With all this children about, it just might get a bit messy."

Another snitch was heard as Logan drew the claw back up. "You're right. There will be another time and place for us to continue this."

He stood up and started walking toward the building. After a few steps he stopped and turned back and looked at Creed still sitting under the tree smoking his cigar. "Summers has a ride for you in the garage with your things already packed in it. It ain't much but it will get you where you're going. It is the blue '99 Dodge Ram and the tank's full. Here's the keys."

Logan reached into his pocket and threw the keys over to Creed, who caught the keys deftly with one hand. He chuckled as he looked at the keys and watched Logan walk back to the mansion. Finishing the cigar, he snubbed it out and put the rest of the cigar in his jacket pocket to save for later. Standing he stretched a bit, dusted the leaves off his pants and headed toward the garage. Passing by an open window, he heard Nina and Kitty's voices. Moving closer to the window he glanced in and saw the girls sitting in front of a computer, acting like normal teenage girls. Creed watched them for a few moments longer before backing away and resuming his trip to the garage. _Sorry, pup, it's better that you and I part here. Xavier and the runt will take good care of you. Be safe._

Reaching the garage he quickly found the blue Dodge truck, got in it, stuck the key in and started the truck. The V8 roared into life settled to a nice purr and Creed grinned. Seeing the bag on the seat next to him he opened it and saw a couple changes of clothing and a money clip. He unrolled the money and counted it. _Nice – a cool grand plus this truck, I'm being kicked out in style._

He drove down the driveway to the entrance to the school grounds, stopped for a few minutes before heading north. After driving an hour, he pulled into a rest area and got out. _They let me go way to easy. I smell something rottenly summer-like. I know what the catch is. I wonder where the bugs are hidden and how many there are._

After twenty minutes searching, he found seven different bugs used for tracking. Getting back into the truck he went through the bag and found another one in the moneyclip. "Well, X-Men looks like you lose this one. Maybe next time you'll have better luck."

Laughing Creed started the truck and threw all eight bugs out the window as he drove away. At the next intersection he went left and drove into the night putting more miles between him and the X-Men.

Back at the mansion in the communication control room, Professor Xavier, Scott Summers, Jean Gray, Logan and Kitty Pryde listened to Creed's last words and watched all their tracking bugs remain in one place.

Logan laughed and said, "Pay up Summers. I told you it wouldn't work."

Summers gave Logan a disgruntled look, reached into his jeans' pocket and pulled out a twenty. He gave it to Logan, who smiled and put it in his pocket and said, "Thanks, I'm heading out to get some beer."

Logan left the room followed by Xavier. Scott and Jean looked at Kitty while she killed the bugs' transmission and put the computer on standby. The three then left the room also.

The next morning Logan took Nina out side for a walk around the grounds and he told her that Creed had left the night before. Nina turned her back to Logan and he put his hand on her shoulder.

"Now, Kid, don't cry." Logan said. "He's not worth it."

She turned back to face him and surprised him by not crying. "I knew he would do that. He can run but he can't hide from me forever. One day I won't be a kid and then I will go and find him. And no one – not even you Logan – will stop me! He saved me and I am going to save him!"

She rushed passed Logan and ran back to the mansion. Logan turned and watched her go.

"Good luck to you Kid – you'll need it."

THE END?

Thank you to all my readers of The Pain Factory, I hope you enjoyed the story.

LEM


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